Notice of General Meeting

RNS Number : 7830T

Renold PLC

29 March 2021

 

29 March 2021

Renold Plc

("Renold" or the "Company")

Proposed Reduction of Capital

Proposed amendments to the Articles of Association

Notice of General Meeting

Renold, a leading international supplier of industrial chains and related power transmission products, today announces that a shareholder circular (the "Circular") detailing, inter alia, a proposed reduction of capital (the "Reduction of Capital"),  proposed amendment to the Articles of Association to enable hybrid shareholder meetings, and a notice convening a general meeting to consider and approve the proposals, will be posted to Shareholders (and for information purposes only, to the holders of Preference Stock) later today .

Proposed Reduction of Capital

As part of its long term financial planning the Company is proposing to reorganise its balance sheet and reserves through the cancellation of the entire amount of its share premium account and capital redemption reserve. The share premium account and capital redemption reserve are non-distributable reserves and accordingly, the purposes for which the Company can use these are extremely restricted. The Reduction of Capital would create sufficient distributable reserves to provide the Board with greater flexibility with regard to how it manages its capital resources. This provides flexibility in such matters as making payments to the holders of Preference Stock, commencing a share buy-back programme consistent with the authority granted by Shareholders at the last annual general meeting, in order to, inter alia, fund employee share schemes, thereby avoiding dilution for existing Shareholders or, should the Board determine it appropriate to do so in the future, make dividend distributions to Shareholders.

T he proposed Reduction of Capital itself will not involve any distribution or repayment of capital or share premium by the Company and will not reduce the underlying net assets of the Company.  Following the implementation of the proposed Reduction of Capital there will be no change to the number of Ordinary Shares or Preference Stock of the Company in issue, nor to the rights attaching to the same.

The proposed Reduction of Capital is conditional upon the passing by Shareholders of the special resolutions to cancel the entire amounts standing to the credit of the share premium account and the capital redemption reserve as set out in the Notice of General Meeting, in addition to approval being obtained from the High Court of Justice of England and Wales (the "Court").

Proposed amendment to the Articles of Association

The Board also proposes an amendment to the Company's Articles of Association in order to facilitate the holding of hybrid shareholder meetings, that is a meeting (whether an annual general meeting, general meeting or meeting of holders of a class of shares) where members are able to participate in the business of the meeting by attending a physical location or by attending by means of an electronic facility. Hybrid shareholder meetings would enable those shareholders unable to attend a physical meeting, whether because of restrictions on public gatherings as we have seen in connection with the Covid-19 pandemic or otherwise, to participate in shareholder meetings.

The Company confirms that it has no intention of holding a wholly virtual meeting .

The proposed amendment to the Articles of Association  is conditional upon the passing by Shareholders of the special resolution to amend the Articles of Association as set out in the Notice of General Meeting.

Notice of General Meeting

Full particulars of the Reduction of Capital are set out in the Circular, which will be posted to Shareholders (and for information only to Preference Stockholders) later today and will shortly be available on the Company's website at https://investors.renold.com .

The General Meeting is to be held at 16.30 on 15 April 2021 at the Company's offices at Trident 2,Trident Business Park, Styal Road, Wythenshawe, Manchester M22 5XB.

In light of the current measures relating to the Covid-19 pandemic and the UK Government advice on social distancing measures, the Board is strongly recommending Shareholders do not attend the General Meeting (other than those designated as attending for the purposes of the quorum). The situation surrounding the outbreak of Covid-19 is constantly evolving. Any changes to the Meeting will be communicated to Shareholders before the Meeting through our website at investors.renold.com and, where appropriate, by announcement on a Regulatory News Service. If the current measures relating to the Covid-19 pandemic remain in place, it is likely that Shareholders will not be able to attend the General Meeting.

The Company will ensure that the legal requirements to hold the General Meeting can be satisfied through the attendance of a minimum number of director Shareholders and/or employee Shareholders.

In view of these necessary changes to the format of the General Meeting and to ensure that shareholders have an opportunity to engage with the Company's Board, questions for the Board can be emailed to [e-mail] . Answers to shareholders questions will be posted on the Company's website at https://investors.renold.com.

The results of the votes on the resolutions proposed at the General Meeting will be announced as soon as practicable after the conclusion of the General Meeting and will be available on the Company's website.

Ordinary Shareholders are strongly encouraged to submit a proxy vote in advance of the General Meeting and are encouraged to appoint the chairman of the General Meeting as their proxy (rather than a named person whose access to the General Meeting may be prohibited due to changing Covid-19 restrictions). Shareholders can do this by submitting their Form of Proxy or by using the CREST electronic appointment service (as applicable) and follow the instructions on how to submit a Form of Proxy as set out in the Notice of General Meeting.

We would like to thank shareholders for their understanding and cooperation in enabling the Company to go ahead with the General Meeting and for helping to comply with the UK Government's restrictions in these challenging times.

Timetable of Principal Events

The anticipated timetable for the proposed Reduction of Capital is as follows:

Date of publication and posting of the Circular	29 March 2021
Latest time and date for receipt of completed Forms of Proxy	16.30 on 13 April 2021
General Meeting	16.30 on 15 April 2021
Expected Court Hearing to confirm Reduction of Capital	18 May 2021
Expected registration of Court Order and effective date of Reduction of Capital	on or about 22 May 2021

Terms used in this announcement have the same meaning given to them as defined in the Circular.

Certain information contained in this announcement would have constituted inside information (as defined by Article 7 of Regulation (EU) No 596/2014) ("MAR") prior to its release as part of this announcement and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.  

ENQUIRIES:

Renold plc	0161 498 4500
Robert Purcell, Chief Executive
Jim Haughey, Group Finance Director
Peel Hunt LLP	020 7418 8900
Mike Bell
Ed Allsopp
IFC Advisory Limited	020 3934 6630
Tim Metcalfe	[e-mail]
Graham Herring

NOTES FOR EDITORS

Renold is a global leader in the manufacture of industrial chains and also manufactures a range of torque transmission products which are sold throughout the world to a broad range of original equipment manufacturers and distributors. The Company has a well-deserved reputation for quality that is recognised worldwide. Its products are used in a wide variety of industries including manufacturing, transportation, energy, steel and mining.

Further information about Renold can be found on the website at:  www.renold.com

 

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